Code No. 1662
June 5, 2019
Hideichi Okada, President
Japan Petroleum Exploration Co., Ltd. (JAPEX)
1-7-12 Marunouchi, Chiyoda-ku, Tokyo
To All Shareholders:

Notification of the Convocation to
the 49th Ordinary General Meeting of the Shareholders
The 49th Ordinary General Meeting of the Shareholders of Japan Petroleum Exploration Co., Ltd. (hereinafterreferred to as the “JAPEX”) will be held according to the details below, and we kindly ask for your attendance.
If you are unable to attend the meeting, you may exercise your voting rights through a written document (Voting
Rights Exercise Form) or by electronic means (via the Internet). Please read the attached “Reference Documents
for Shareholders’ Meeting,” and exercise your voting rights after referring to “4. Guidance on the Exercise of
Voting Rights” on the following page, prior to 5:35 p.m., Wednesday, June 26, 2019.
Thank you very much for your attention and cooperation.
Details:
1. Date and Time:
2. Location:
3. Agenda:
Announcements:

10:00 a.m., June 27, 2019 (Thursday)
Station Conference Tokyo “Sapia Hall” (Sapia Tower 5F)
1-7-12 Marunouchi, Chiyoda-ku, Tokyo
1) Business report and consolidated financial report of the 49th Term (from April 1,2018 to March 31, 2019), and audit reports from the accounting auditor and Boardof Corporate Auditors on the consolidated financial report2) Financial report of the 49th Term (from April 1, 2018 to March 31, 2019)

Resolution items:
Item 1:
Appropriation of Surplus
Item 2:
Election of Fourteen (14) Directors
Item 3:
Election of One (1) Corporate Auditor
Item 4:
Payment of Bonuses to Directors

NOTE: This document is an abridged translation of the Japanese “Notification of the Convocation to the 49th
Ordinary General Meeting of the Shareholders” “Reference Documents for Shareholders’ Meeting” and“Financial Report” of JAPEX. This translation is intended for reference and convenience purposes only. In theevent of any discrepancy between this translation and the Japanese original, the original shall prevail. JAPEX
does not guarantee the accuracy and/or the completeness of this translation and shall have no liability for any
errors or omissions therein.

1

4. Guidance on the Exercise of Voting Rights[Exercise of Voting Rights in Writing (Voting Rights Exercise Form)]
Please indicate your approval or disapproval of each proposition on the enclosed Voting Rights Exercise
Form and then send it back so that it reaches us no later than 5:35 p.m., Wednesday, June 26, 2019.
[Exercise of Voting Rights by Electronic Means (via the Internet)](1) To exercise your voting rights via the Internet, you must use the following voting service website(https://soukai.mizuho-tb.co.jp/) designated by the Company. You are cordially requested to exercise yourvoting rights via the Internet prior to 5:35 p.m., Wednesday, June 26, 2019.
(2) Please register your approval or disapproval of each proposition, by using the code and password provided
on your Voting Rights Exercise Form enclosed herewith and following the directions on the screen. Pleasecheck the “Guidance on the Exercise of Voting Rights via the Internet” shown on page 18 of this notice forthe details.
[Treatment of Voting Rights Exercised Repeatedly](1) If you exercise your voting rights both in writing and via the Internet, we will only accept the exercise ofyour voting rights via the Internet as valid.
(2) If you exercise your voting rights more than once via the Internet, we will only accept the last exercise ofyour voting rights as valid.
END*Upon your arrival at the Ordinary General Meeting of Shareholders, please submit the enclosed Voting Rights Exercise Formto the venue reception. Thank you.
*The following matters are not described in the Reference Documents of this Notification since they are posted on the JAPEX
website (https://www.japex.co.jp/) in accordance with laws and regulations and with Article 17 of the Company’s Articles ofIncorporation.
1) “(5) System to Ensure Proper Business Operations and the State of Its Operation” and “(6) Basic Policy on Control of theCompany” included in “2. Current State of the Company” of the business report
2) “Consolidated Statement of Changes in Equity” and “Notes to Consolidated Financial Statements” of the consolidated
financial report
3) “Statement of Changes in Equity” and “Notes to Financial Statements” of the financial report
The business report, consolidated financial report and financial report audited by Corporate Auditors comprise the business
report, consolidated financial report and financial report, which are attached to this Notification, as well as the items 1) to 3)
above, which are posted on the JAPEX website.
The consolidated financial report and financial report audited by the Accounting Auditor comprise the consolidated
financial report and financial report, which are attached to this Notification, as well as the items 2) and 3) above, which areposted on the JAPEX website.
*In case the Reference Documents for Shareholders Meeting, or business report, financial report or consolidated financial
report is modified, such modification shall be posted on the JAPEX website. (https://www.japex.co.jp/)* The notification of resolutions at the ordinary general meeting of the shareholders will no longer be delivered by mail. The
results of this general meeting of shareholders will be posted on the JAPEX website (https://www.japex.co.jp/) after the
meeting.
2

Reference Documents for Shareholders’ Meeting
Item 1: Appropriation of Surplus
JAPEX employs the basic policy of long-term, stable distribution of dividends, comprehensively taking
into account, among other factors, the profit or loss situation of each fiscal period and funding needs in the
future, in the light of considering retained earnings to secure new oil and gas reserves and invest in the
improvement and expansion of supply infrastructure, etc.
The year-end dividends for the 49th term will be as follows:
Details Concerning the Year-End Dividends(1) Type of dividend property: Money(2) Distribution and total amount of dividend property:
30 yen per share of common stock
Total amount of dividends: 1,714,577,070 yen(3) Effective date of distribution of surplus: June 28, 2019
Item 2: Election of Fourteen (14) Directors
Upon closing of this general meeting of shareholders, the terms of office of all Directors Osamu Watanabe,
Hideichi Okada, Hikaru Fukasawa, Yosuke Higai, Takahisa Inoue, Kazuhiko Ozeki, Hajime Ito, Hirotaka
Tanaka, Toshiyuki Hirata, Michiro Yamashita, Yoshitaka Ishii, Akira Kojima, and Tetsuo Ito will expire. We
kindly ask our shareholders to elect a total of fourteen (14) Directors, including one (1) additional Outside
Director, in order to strengthen the management structure for the future and further promote the Company’s
long-term vision and mid-term business plan.
The candidates for Director are as listed below:
JAPEX
Name
Brief history, Position and responsibilities in JAPEX or
CandidatesharesNo.
(Date of birth)
Significant positions concurrently held
owned
April 1964 Joined Ministry of International Trade and Industry(hereinafter referred to as the “MITI”)
July 1997
Vice Minister of International Trade and Industry
Chairman at Japan External Trade Organization
Osamu Watanabe July 2002
Executive Vice President at JAPEX
40,000(December 6, 1940) June 2007
June 2008
President
sharesRenominatedJune 2016
Chairman (up to the present date)<Significant positions concurrently held>
Director at Canada Oil Sands Co., Ltd.
Director at JAPEX Offshore, Ltd.
1
[Attendance at the Board of Directors meetings held in the fiscal year ended March 31, 2019]14 out of 14 meetings (100%)[Reasons for nomination as a candidate for Director]
In addition to having distinguished insights through extensive administrative experience including
energy administration in government positions, etc., Osamu Watanabe has held the positions of
Executive Vice President and President at JAPEX in the period between 2007 and 2016, significantly
contributing to the Group’s business development. Since assuming the position of Chairman, he has
appropriately provided management guidance from a broader perspective; therefore, we havecontinuously nominated him as a candidate for Director.

3Candidate
No.

Name
(Date of birth)

Brief history, Position and responsibilities in JAPEX or
Significant positions concurrently held
April 1976
July 2010

2

3

JAPEX
sharesowned

Joined MITI
Vice-Minister for International Affairs, Ministry of
Economy, Trade and Industry (hereinafter referred to as
the “METI”)
Senior Executive Vice President at NEC Corporation
Hideichi Okada July 2014
(October 15, 1951) June 2016
President at JAPEX
3,800
June 2018
President, Chief Executive Officer (up to the present date) shares
Renominated<Significant positions concurrently held>
President at JAPEX Offshore, Ltd.
President at JAPEX Garraf Ltd.
Chairman at JAPEX Montney Ltd.
Outside Director at The Yokohama Rubber Co., Ltd.
[Attendance at the Board of Directors meetings held in the fiscal year ended March 31, 2019]14 out of 14 meetings (100%)[Reasons for nomination as a candidate for Director]
Hideichi Okada has distinguished insights through extensive administrative experience including
energy administration in government positions and a management career in other private sectors. In
addition, since assuming the position of President in 2016, he has helmed the Group’s businessdevelopment amid the tough business environment; therefore, we have continuously nominated him as a
candidate for Director.
April 1977 Joined MITI
July 2008
Director-General of Trade and Economic Cooperation
Bureau, METI
Masahiro Fujita Nov. 2010 Executive Officer at SUMITOMO CORPORATION(November 12, 1954)
June 2018
Representative Director, Executive Vice President at—
SUMITOMOCORPORATION
Newly nominatedApril 2019 Representative Director, Assistant to President and CEO
at SUMITOMO CORPORATION (up to the present date;
he intends to resign on June 21, 2019)[Reasons for nomination as a candidate for Director]
Masahiro Fujita has distinguished insights through extensive administrative experience including
energy administration in government positions and a management career in other private sectors doing
international resource and energy business. We expect JAPEX management will benefit from his
experience and knowledge, and have therefore newly nominated him as a candidate for Director.

4Candidate
No.

Name
(Date of birth)

Brief history, Position and responsibilities in JAPEX or
Significant positions concurrently held
April 1978
Sep. 2003
June 2007
June 2009

4

5

JAPEX
sharesowned

Joined JAPEX
General Manager of Procurement Dept.
General Manager of Administration Dept.
Executive Officer, General Manager of Administration
Dept.
June 2010
Executive Officer
June 2012Managing Executive Officer
June 2013
Managing Director
Yosuke Higai
June 2015
Managing Director, President of Marketing & Sales(April 9, 1955)
5,700
Division and Vice President of Soma Project Division
sharesJune 2016
Senior Managing Director, President of Marketing &RenominatedSales Division and Vice President of Soma Project
Division
June 2018
Director, Senior Managing Executive Officer, Presidentof Marketing & Sales Division (up to the present date)<Significant positions concurrently held>
Director at Japex Energy Co., Ltd.
Director at Kitakyushu LNG Sales and Lorry Transport
Corp.
[Attendance at the Board of Directors meetings held in the fiscal year ended March 31, 2019]14 out of 14 meetings (100%)[Reasons for nomination as a candidate for Director]
Yosuke Higai has extensive experience in and knowledge of operations in the areas of our procurement,
administration, and marketing & sales divisions. Currently assisting the President in the overall
administrative division as Director and Senior Managing Executive Officer in charge of the Secretary
Office, Procurement Dept. and President of the Marketing & Sales Division, he has significantly
contributed to appropriate administration and management of JAPEX as well as the Group’s businessdevelopment; therefore, we have continuously nominated him as a candidate for Director.
April 1980 Joined JAPEXMarch 2009 General Manager of Operations Dept., Development
Division
July 2010
Vice President of Development Division
June 2011
Executive Officer, General Manager of Hokkaido District
Office, Domestic Project Division
June 2014
Managing Executive Officer, General Manager of
Hokkaido District Office, Domestic Project Division
Takahisa Inoue
June 2015
Managing Executive Officer, Vice President of Domestic 2,200(April 18, 1955)
Project Division
sharesRenominatedJune 2016
Managing Director, President of Domestic Project
Division and Vice President of Soma Project Division
June 2017Managing Director, President of Domestic Project
Division
June 2018
Director, Senior Managing Executive Officer, Presidentof Domestic Project Division (up to the present date)<Significant position concurrently held>
Director at JAPEX Offshore, Ltd.
[Attendance at the Board of Directors meetings held in the fiscal year ended March 31, 2019]14 out of 14 meetings (100%)[Reasons for nomination as a candidate for Director]
In addition to specializing in oil and gas field development and production and operations managementin Japan and overseas, Takahisa Inoue has extensive experience in and knowledge of our domestic
project division. Currently serving as Director, Senior Managing Executive Officer and President of theDomestic Project Division, he has significantly contributed to the Group’s business development;
therefore, we have continuously nominated him as a candidate for Director.

5Candidate
No.

Name
(Date of birth)

Brief history, Position and responsibilities in JAPEX or
Significant positions concurrently held
April 1980
June 2005

6

7

JAPEX
sharesowned

Joined JAPEX
General Manager of Iraq Project Dept., International Oil& Gas DivisionFeb. 2010
Vice President of Iraq Project Division
June 2010
Executive Officer, Vice President of Iraq Project Division
June 2011
Executive Officer, Advisor to President of Middle East,
Africa & Europe Project Division
Kazuhiko Ozeki June 2013
Managing Executive Officer, Advisor to President of
4,300(January 19, 1957)
Middle East, Africa & Europe Project Division
sharesAug. 2013 Managing Executive Officer, Vice President of Middle
RenominatedEast, Africa & Europe Project Division
Jan. 2014
Managing Executive Officer
June 2015
Managing Director, President of Environment andInnovative Technology Projects Division
June 2016
Managing Director
June 2018
Director, Managing Executive Officer (up to the present
date)[Attendance at the Board of Directors meetings held in the fiscal year ended March 31, 2019]14 out of 14 meetings (100%)[Reasons for nomination as a candidate for Director]
Kazuhiko Ozeki has extensive experience in and knowledge of operations in the areas of our overseas
project, and environment and innovative technology projects divisions. Currently serving as Director
and Managing Executive Officer, managing overall overseas business and being in charge of theCommercial Office for Overseas Projects, Corporate Strategy Dept., Media & Investor Relations Dept.
and New Business Promotion Office, he has significantly contributed to appropriate administration andmanagement of JAPEX; therefore, we have continuously nominated him as a candidate for Director.
April 1980 Joined MITI
July 2006
Deputy Director-General, METI
Oct. 2010
Advisor to President at JAPEX
June 2012
Executive Officer, Vice President of Americas & Russia
Project Division
June 2015
Managing Executive Officer, Vice President of Americas
Hajime Ito& Russia Project Division
2,300(May 27, 1957)
June 2016
Managing Director, Vice President of Americas & Russia
shares
Project Division
RenominatedJune 2018
Director, Managing Executive Officer, President ofAmericas & Russia Project Division (up to the present
date)<Significant positions concurrently held>
President at JAPEX Montney Ltd.
Director at Sakhalin Oil and Gas Development Co., Ltd.
[Attendance at the Board of Directors meetings held in the fiscal year ended March 31, 2019]14 out of 14 meetings (100%)[Reasons for nomination as a candidate for Director]
Hajime Ito has international experience in government positions, as well as extensive experience andknowledge of energy administration in government offices and our overseas project divisions. Currently
serving as Director, Managing Executive Officer and President of the Americas & Russia Project
Division, he has significantly contributed to the Group’s business development; therefore, we havecontinuously nominated him as a candidate for Director.

6

Candidate
No.

Name
(Date of birth)

Brief history, Position and responsibilities in JAPEX or
Significant positions concurrently held
April 1978
Feb. 2009
June 2012
Oct. 2013

8

9

JAPEX
sharesowned

Joined JAPEX
General Manager of Kangean Project Dept.
Executive Officer
Executive Officer, Vice President of Asia & Oceania
Project Division
Managing Executive Officer, Vice President of Asia &Hirotaka Tanaka June 2015
(March 19, 1955)
Oceania Project Division
1,400
June 2016
Managing Director, President of Asia & Oceania Project shares
RenominatedDivision
Sep. 2016
Managing Director
June 2018
Director, Managing Executive Officer (up to the present
date)<Significant positions concurrently held>
President at Kangean Energy Indonesia Ltd.
[Attendance at the Board of Directors meetings held in the fiscal year ended March 31, 2019]14 out of 14 meetings (100%)[Reasons for nomination as a candidate for Director]
In addition to specializing in drilling technology in the oil and mining industries, Hirotaka Tanaka has
extensive experience in and knowledge of our overseas project divisions. Currently serving as Director,
Managing Executive Officer and President at Kangean Energy Indonesia Ltd., he has significantly
contributed to the Group’s business development; therefore, we have continuously nominated him as a
candidate for Director.
April 1981 Joined JAPEX
June 2005
President at Japan Canada Oil Sands Limited
June 2012
Executive Officer at JAPEXManaging Executive Officer
Toshiyuki Hirata June 2015
Managing Director
1,300(January 5, 1958) June 2017
June 2018
Director, Managing Executive Officer (up to the present
sharesRenominateddate)<Significant positions concurrently held>
Chairman at Japan Canada Oil Sands Limited
President at Canada Oil Sands Co., Ltd.
[Attendance at the Board of Directors meetings held in the fiscal year ended March 31, 2019]14 out of 14 meetings (100%)[Reasons for nomination as a candidate for Director]
In addition to specializing in oil and gas field development and production and operations managementin Japan and overseas, Toshiyuki Hirata has extensive experience in and knowledge of the oil sandbusiness. Currently serving as Director and Managing Executive Officer in charge of the Canada Oil
Sands Project Dept., he has significantly contributed to the Group’s business development; therefore, wehave continuously nominated him as a candidate for Director.

7

Candidate
No.

Name
(Date of birth)

Brief history, Position and responsibilities in JAPEX or
Significant positions concurrently held
April 1982
June 2005
April 2010

10

11

JAPEX
sharesowned

Joined JAPEX
General Manager of Corporate Planning Dept.
Vice President of Environment and Innovative
Technology Projects Division
June 2011
Vice President of Environment and Innovative
Michiro Yamashita
Technology Projects Division
1,200(October 27, 1959)
June 2013
Executive Officer
sharesJune 2016
Managing Executive Officer
RenominatedJune 2018
Director, Managing Executive Officer (up to the present
date)<Significant positions concurrently held>
Director at Japan Canada Oil Sands Limited
Director at Canada Oil Sands Co., Ltd.
[Attendance at the Board of Directors meetings held in the period between his appointment on June 28,2018 and March 31, 2019]10 out of 10 meetings (100%)[Reasons for nomination as a candidate for Director]
Michiro Yamashita has extensive experience in and knowledge of operations in the areas of our finance& accounting division. Currently serving as Director and Managing Executive Officer in charge of the
Finance & Accounting Dept., he has significantly contributed to appropriate administration andmanagement of JAPEX; therefore, we have continuously nominated him as a candidate for Director.
April 1981 Joined JAPEX
April 2010 General Manager of Technical Dept., Nagaoka Division
OfficeJune 2014
Executive Officer, General Manager of Nagaoka Division
Office, Domestic Project Division
April 2017 Executive Officer, General Manager of Nagaoka District
OfficeJune 2017Managing Executive Officer, General Manager ofNagaoka District Office
Yoshitaka Ishii
Nov. 2017 Managing Executive Officer, Vice President of
2,100(April 3, 1957)
Inter-regional Gas Supply Division and Vice President ofsharesSoma Project Division
RenominatedJune 2018
Director, Managing Executive Officer, President ofInter-regional Gas Supply Division and President ofSoma Project Division
Oct. 2018
Director, Managing Executive Officer, President ofInter-regional Gas Supply Division and President ofSoma Project & Power Business Division (up to thepresent date)<Significant positions concurrently held>
President at Fukushima Gas Power Co., Ltd.
[Attendance at the Board of Directors meetings held in the period between his appointment on June 28,2018 and March 31, 2019]10 out of 10 meetings (100%)[Reasons for nomination as a candidate for Director]
In addition to specializing in drilling technology in the oil and mining industries, Yoshitaka Ishii has
extensive experience in and knowledge of our domestic project division. Currently serving as Director
and Managing Executive Officer in charge of the Gas Pipeline Transportation Dept., President ofInter-regional Gas Supply Division and President of Soma Project & Power Business Division, he hassignificantly contributed to the Group’s business development; therefore, we have continuously
nominated him as a candidate for Director.

8

Candidate
No.

Name
(Date of birth)

Brief history, Position and responsibilities in JAPEX or
Significant positions concurrently held
April 1965
May 1997
May 2000
May 2003
May 2004
July 2009

12

13

JAPEX
sharesowned

Joined Nikkei Inc.
Director and Chief Editor at Nikkei Inc.
Managing Director and Chief Editor at Nikkei Inc.
Senior Managing Director at Nikkei Inc.
Chairman at Japan Center for Economic Research
Adjunct Professor at National Graduate Institute for
Akira Kojima(July 18, 1942)
Policy Studies—
April 2011 Member, Board of Trustees and Adjunct Professor at
RenominatedNational Graduate Institute for Policy Studies (up to thepresent date)June 2015
Director at JAPEX (up to the present date)<Significant positions concurrently held>
Member, Board of Trustees and Adjunct Professor at
National Graduate Institute for Policy Studies[Number of years served as Director]
Four years[Attendance at the Board of Directors meetings held in the fiscal year ended March 31, 2019]13 out of 14 meetings (92%)[Reasons for nomination as a candidate for Outside Director]
Akira Kojima has extensive experience and distinguished insights gained through his career in a
newspaper company, etc. Currently serving as an Outside Director, he has supervised and provided
wide-ranging proposals for JAPEX management; therefore, we have continuously nominated him as a
candidate for Outside Director.
April 1975 Appointed prosecutor
June 2001
Head of Special Investigation Force, Tokyo District
Public Prosecutors OfficeJan. 2009
Deputy Prosecutor-General, Supreme Public Prosecutors
OfficeApril 2011 Recorded attorney (Daiichi Tokyo Bar Association)(up to the present date)
Tetsuo Ito(March 15, 1948) April 2011 Of Counsel at Nishimura & Asahi (up to the present date)—June 2016
Director at JAPEX (up to the present date)Renominated<Significant positions concurrently held>
Of Counsel at Nishimura & Asahi
Outside Corporate Auditor at UNIZO Holdings
Company, Limited
Outside Corporate Auditor at Takasago ThermalEngineering Co., Ltd.
Outside Corporate Auditor at Asahi Kasei Corp.
[Number of years served as Director]
Three years[Attendance at the Board of Directors meetings held in the fiscal year ended March 31, 2019]13 out of 14 meetings (92%)[Reasons for nomination as a candidate for Outside Director]
Although Tetsuo Ito has no experience of being directly involved in corporate management, he has
extensive knowledge and experience as a legal specialist. Currently serving as an Outside Director, he
has supervised and provided wide-ranging proposals for JAPEX management; therefore, we havecontinuously nominated him as a candidate for Outside Director.

9Candidate
No.

Name
(Date of birth)

Brief history, Position and responsibilities in JAPEX or
Significant positions concurrently held

JAPEX
sharesowned

Oct. 1985
June 201114

Joined The Institute of Energy Economics, Japan
Board Member, Unit Manager of Global Environment &Sustainable Development Unit at The Institute of Energy
Economics, Japan
Yukari Yamashita
July 2011
Board Member, Director, Charge of Energy Data and(October 23, 1959)
Modelling Center at The Institute of Energy Economics,
—
Japan
(up
to
the
present
date)
Newly nominated<Significant positions concurrently held>
Board Member, Director, Charge of Energy Data andModelling Center at The Institute of Energy Economics,
Japan[Reasons for nomination as a candidate for Outside Director]
Although Yukari Yamashita has no experience of being directly involved in corporate management, she
has extensive knowledge through her research activities in a research lab studying energy economics
and energy and environmental policy, etc. We expect her to supervise and provide wide-ranging
proposals for JAPEX management, and have therefore newly nominated her as a candidate for Outside
Director.

(Notes) 1. Candidates Hideichi Okada and Hajime Ito are concurrently serving as the Chairman and President of JAPEXMontney Ltd., respectively. Candidate Toshiyuki Hirata is concurrently serving as the Chairman of Japan Canada
Oil Sands Limited. JAPEX is providing debt guarantees to both of these companies. Candidate Hideichi Okada isconcurrently serving as the President of JAPEX Garraf Ltd., with which JAPEX is engaged in crude oiltransactions. In addition, he is concurrently serving as the President of JAPEX Offshore, Ltd., with which
JAPEX is entrusted funds via the cash management system. Candidate Hirotaka Tanaka is concurrently serving
as the President of Kangean Energy Indonesia Ltd., to which JAPEX is providing loans and debt guarantee.
Candidate Yoshitaka Ishii is concurrently serving as the President of Fukushima Gas Power Co., Ltd., to which
JAPEX is providing collateral, and with which JAPEX has concluded an outsourcing agreement.
No significant interest-based relationship exists between other candidates for Director and JAPEX.
2. Akira Kojima and Tetsuo Ito are candidates for Outside Director. These two candidates have been registered with
the Tokyo Stock Exchange as Independent Officers, pursuant to the rules of the Exchange, and they arescheduled to continue to be Independent Officers, subject to the approval of their reappointment under this
proposal.
3. Yukari Yamashita is a candidate for Outside Director. She will be registered with the Tokyo Stock Exchange as
Independent Officer, pursuant to the rules of the Exchange.
4. Tetsuo Ito has held the office of Outside Corporate Auditor at Takasago Thermal Engineering Co., Ltd. sinceJune 2014. In November 2014, the company and its former employees were respectively fined and given asuspended jail sentence for violation of the Antimonopoly Act. In addition to these sanctions, in January 2015,
the Ministry of Land, Infrastructure, Transport and Tourism (MLIT) ordered the company to suspend its
operations for 60 days; in October of the same year, the Japan Fair Trade Commission issued cease and desist
orders and surcharge payment orders.
Meanwhile, regarding Asahi Kasei Corp., for which he has served as Outside Corporate Auditor since June 2015,its subsidiary received administrative dispositions in January 2016 by MLIT for the violation of the Construction
Business Act. MLIT ordered to suspend business for 15 days and business improvement, together with an
instruction to take steps to prevent recurrence of the violation.
He was not involved in any of the above operations that were subject to reprimand and he successfully fulfilled
his duties by making opinions to prevent recurrence of a similar event.
5. The Company has concluded a limited liability agreement with Candidates Akira Kojima and Tetsuo Ito to limit
their liability as stipulated in Article 423, Paragraph 1 of the Companies Act. The amount of liability under theagreement is limited to the amount provided by laws and regulations. The Company is scheduled to renew thisagreement with each candidate, subject to the approval of their reappointment under this proposal.
6. When the election of Yukari Yamashita is approved, JAPEX plans to enter into a limited liability agreement with
her in accordance with the provision of Article 427, Paragraph 1, of the Companies Act, to limit her liability as
stipulated in Article 423, Paragraph 1, of the Companies Act. The amount of liability under the agreement islimited to the amount provided by laws and regulations.
7. Candidate Masahiro Fujita will assume the position of Director at JAPEX Offshore, Ltd. on June 26, 2019.
8. The registered name of candidate Yukari Yamashita is Yukari Niwa. This document adopts the name she uses inher business duties.

10

Item 3: Election of One (1) Corporate Auditor
Upon closing of this general meeting of shareholders, the term of office of Corporate Auditor Hiroyasu
Watanabe will expire. We kindly ask our shareholders to elect one (1) Corporate Auditor.

The candidate for Corporate Auditor is as listed below.
The Board of Corporate Auditors consented to this proposal.
Name(Date of birth)

Brief history, Position in JAPEX or
Significant positions concurrently held

JAPEX
sharesowned

July 1969
July 2002
April 2004

Joined The Ministry of FinanceDirector-General of the National Tax Agency
Professor at Graduate School of Finance, Accounting and
Hiroyasu Watanabe
Law, Waseda University(April 11, 1945)—
June 2015
Corporate Auditor at JAPEX (up to the present date)RenominatedDec. 2016
Advisor at Hibiya Park Law Offices (up to the present date)<Significant positions concurrently held>
Advisor at Hibiya Park Law Offices[Number of years served as Corporate Auditor]
Four years[Attendance at the Board of Directors meetings held in the fiscal year ended March 31, 2019]13 out of 14 meetings (92%)[Attendance at the Board of Corporate Auditors meetings held in the fiscal year ended March 31, 2019]12 out of 12 meetings (100%)[Reasons for nomination as a candidate for Outside Corporate Auditor]
Although Hiroyasu Watanabe has no experience of being directly involved in corporate management, he has
considerable insights gained through his career as an administrator at The Ministry of Finance and otherorganizations and as a professor at a graduate school. Since assuming the position of Corporate Auditor in
2015, he has adequately performed his duties through auditing the execution of duties by Directors;
therefore, we have continuously nominated him as a candidate for Outside Corporate Auditor.
(Notes) 1. No significant interest-based relationship exists between Hiroyasu Watanabe and JAPEX.
2. Hiroyasu Watanabe is a candidate for Outside Corporate Auditor. He has been registered with the Tokyo
Stock
Exchange as Independent Officer, pursuant to the rules of the Exchange, and he is scheduled to continue to be
Independent Officer, subject to the approval of his reappointment under this proposal.
3. The Company has concluded a limited liability agreement with Candidate Hiroyasu Watanabe to limit his
liability as stipulated in Article 423, Paragraph 1 of the Companies Act. The amount of liability under theagreement is limited to the amount provided by laws and regulations. The Company is scheduled to renew
this agreement with Candidate Hiroyasu Watanabe, subject to the approval of his reappointment under this
proposal.

Item 4: Payment of Bonuses to Directors
In consideration of the amounts paid in the past and the business performance, etc. of the fiscal year ended
March 31, 2019, the Company proposes to pay a total bonus amount of 19,515,000 yen to the thirteen (13)Directors that are not Outside Directors (of the total of sixteen (16) Directors) tenured during the fiscal year
ended March 31, 2019.

11

Consolidated Balance Sheet(As of March 31, 2019)(Unit: millions of yen)Accounting titles(Assets)
Current assets
Cash and deposits
Notes and accounts receivable-trade
Securities
Merchandise and finished goods
Work in process
Raw materials and supplies
Short-term loans receivable
Other
Allowance for doubtful accounts
Non-current assets
Property, plant and equipment
Buildings and structures
Wells
Machinery, equipment and vehicles
Land
Construction in progress
Other
Intangible assets
Other
Investments and other assets
Investment securities
Long-term loans receivable
Deferred tax assets
Net defined benefit asset
Other
Allowance for doubtful accounts
Allowance for overseas investment loss

Total assets

Amount166,087
117,468
20,825
2,330
4,559
362
7,589
4,575
8,410
(33)
489,200
309,114
185,198
30,08439,01816,732
26,825
11,254
7,399
7,399
172,686
137,794
42
7,713
1,319
26,920(46)(1,057)655,288(Amounts truncated to millions of yen)

12

Accounting titles(Liabilities)
Current liabilities
Notes and accounts payable-trade
Provision for directors’ bonuses
Other
Non-current liabilities
Long-term loans payable
Deferred tax liabilities
Provision for directors’ retirement
benefits
Net defined benefit liability
Asset retirement obligations
Other
Total liabilities(Net assets)
Shareholders’ equity
Capital stock
Capital surplus
Retained earnings
Treasury shares
Accumulated other comprehensive
incomeValuation difference on
available-for-sale securities
Deferred gains or losses on hedges
Foreign currency translation
adjustment
Remeasurements of defined
benefit plans
Non-controlling interests
Total net assets
Total liabilities and net assets

Amount32,378
7,666
25
24,686
172,752
127,715
22,33086
3,452
15,335
3,831
205,131345,741
14,288157
331,306(10)
70,747
66,296
(2)
3,338
1,114
33,668450,156
655,288

Consolidated Statement of Income
From April 1, 2018
To March 31, 2019
(Unit: millions of yen)Accounting titles
Net sales
Cost of sales
Gross profit
Exploration expenses
Selling, general and administrative expenses
Operating profit
Non-operating income
Interest income
Dividend income
Gain on sales of securities
Share of profit of entities accounted for using
equity method
Gain on reversal of asset retirement obligations
Other
Non-operating expenses
Interest expenses
Foreign exchange losses
Other
Ordinary profit
Extraordinary income
Gain on sales of non-current assets
Extraordinary losses
Loss on sales of non-current assets
Loss on retirement of non-current assets
Impairment loss
Profit before income taxes
Income taxes-current
Income taxes-deferred
ProfitLoss attributable to non-controlling interests
Profit attributable to owners of parent

Amount267,980
233,133
34,846788
31,743
2,313
1,598
2,102
2
12,550
3,293
1,258
4,130
5,296
1,167

716
60
74
30
3,925
(5,179)(Amount truncated to millions of yen)

13

20,804

10,594
12,523716

165
13,074(1,254)
14,328441
14,770Consolidated Statement of Changes in Equity
From April 1, 2018
To March 31, 2019
(Unit: millions of yen)
Shareholders’ equity

Balance at beginningof current period

Capitalstock

CapitalsurplusRetainedearnings

14,288183

315,631

Cumulative effects ofchanges inaccounting policies
Restated balance

Accumulated other comprehensive income

Valuationdifference
Total
Treasuryonshareholdsharesavailableers’ equity
for-salesecurities
(10)

2,047
14,288183317,679

330,093

86,667

DeferredForeign
gains orcurrency
losses on translation
hedges adjustment
3

5,149

RemeasureTotal
NonTotalments of accumulate- controllingnet
assetsdefineded otherinterests
benefit comprehenplans
sive income
1,152

92,97334,1402,047(10)332,140

457,207
2,047

86,667

3

5,149

1,152

92,97334,140459,255

Changes of items
during period
Dividends of surplus(1,143)(1,143)(1,143)

Profit attributable toowners of parent

14,77014,77014,770

(26)

(26)

(0)

(0)

Change in ownershipinterest of parent due
to transactions with
non-controllinginterests(26)

Purchase of treasury
shares(0)

Net changes of items
other thanshareholders’ equity
Total changes of items
during period
Balance at end ofcurrent period(20,370)(5)(1,810)(38)(22,225)(472)(22,698)－(26)

13,627(0)

13,600(20,370)(5)(1,810)(38)(22,225)(472)(9,098)14,288157

331,306(10)

345,741

66,296

(2)

3,338

1,114

70,74733,668450,156(Amount truncated to millions of yen)

14

Balance Sheet(As of March 31, 2019)(Unit: millions of yen)Accounting titles(Assets)
Current assets
Cash and deposits
Accounts receivable-trade

Amount103,482
67,452
11,973Merchandise and finished goods
Raw materials and supplies
Advance payments-trade
Prepaid expenses
Accrued income
Short-term loans receivable

3,890
6,413
2,438
518
86
280

Short-term loans receivable fromsubsidiaries and associates
Accounts receivable-other
Advances paid
Other
Non-current assets
Property, plant and equipment
Buildings
Structures
Wells
Machinery and equipment
Vessels
VehiclesTools, furniture and fixtures
Land
Leased assets
Construction in progress
Intangible assets
Leasehold right
Software
Other

7,127
602
630
2,066
364,173
99,676
11,09832,645
1,068
34,9880
2
2,030
14,195
1,980
1,665
1,445
174
1,083
187

Investments and other assets
Investment securities
Shares of subsidiaries and associates

263,051
117,493
155,145

Long-term loans receivable fromsubsidiaries and associates
Long-term prepaid expenses

5,199

Prepaid pension cost
Other
Allowance for doubtful accounts
Allowance for overseas investment loss

Total assets

1,848
57
1,110
(16)
(17,786)

467,656(Amount truncated to millions of yen)

15

Accounting titles(Liabilities)
Current liabilities
Accounts payable-trade
Current portion of long-term loans
payableLease obligations
Accounts payable-otherAccrued expenses
Income taxes payable
Deposits received
Deposits received from subsidiaries
and associates
Provision for directors’ bonuses

AmountAsset retirement obligations
Other
Non-current liabilities
Lease obligations
Deferred tax liabilities
Provision for retirement benefits
Asset retirement obligations
Other
Total liabilities

244
3,107
36,042
1,989
19,212
2,753
11,719367
76,431(Net assets)
Shareholders’ equity
Capital stock
Retained earnings
Legal retained earnings
Other retained earnings
Reserve for overseas investment
loss
Reserve for mine prospecting
Reserve for special depreciation
Reserve for advanced
depreciation of non-current assets
Reserve for exploration
General reserve
Retained earnings brought
forwardTreasury shares
Valuation and translation
adjustments
Valuation difference on
available-for-sale securities
Deferred gains or losses onhedgesTotal net assets
Total liabilities and net assets

40,388
2,673
6,139
229
1,773
5,361
183
119
20,53619

324,933
14,288
310,655
3,572
307,083
3,567
14,600216
593
47,246
171,600
69,259(10)
66,291
66,294(2)
391,225
467,656

Statement of Income
From April 1, 2018
To March 31, 2019
(Unit: millions of yen)Accounting titles
Net sales
Cost of sales
Gross profit
Exploration expenses
Selling, general and administrative expenses
Operating profit
Non-operating income
Interest income
Dividend income
Other
Non-operating expenses
Interest expenses
Loss on valuation of shares of subsidiaries andassociates
Provision for overseas investment loss
Inactive facility related expenses
Inactive mine administrative expenses
Other
Ordinary profit
Extraordinary income
Gain on sales of non-current assets
Gain from distribution of remained assets
Extraordinary losses
Loss on retirement of non-current assets
Impairment loss
Profit before income taxes
Income taxes-current
Income taxes-deferred
ProfitAmount180,024
149,434
30,590812
20,3379,440
853
15,412
1,313

17,578

340
424
4,020
444
54
199

713
368
64
30
2,142
(3,383)(Amount truncated to millions of yen)

16

5,483
21,536

1,082

94
22,524(1,240)23,765

Statement of Changes in Equity
From April 1, 2018
To March 31, 2019
(Unit: millions of yen)

Total shareholders’equityTotal retained
earnings

4,383

16,768288

698

47,246 171,600

41,428285,986

2,047

2,047

2,047

3,572

4,383

16,768288

698

47,246 171,600

43,476

288,033(10) 302,311

815

－

－

3,800

(3,800)－－(5,968)

5,968

－

－

72

－

－

104

－

－

(1,143)23,765(1,143)23,765－(0)(1,143)23,765(0)

22,622
310,655(0) 22,622(10) 324,933

(815)

(72)
(104)

－
3,572

(815) (2,168)
3,567 14,600

(72)
216

(104)
593

－
－
47,246 171,600

25,783
69,259Treasury shares

Retainedearnings
brought forward

3,572

General reserve

Reserve foroverseas
investment loss
Reserve formine
prospecting
Reserve for
specialdepreciation
Reserve foradvanceddepreciation of
non-current
assetsReserve for
exploration

Balance at beginning of current period 14,288
Cumulative effects of changes inaccounting policies
Restated balance
14,288Changes of items during period
Reversal of reserve for overseas
investment loss
Provision of reserve formine prospecting
Reversal of reserve formine prospecting
Reversal of reserve for special
depreciation
Reversal of reserve for advanced
depreciation of non-current assets
Dividends of surplus
ProfitPurchase of treasury shares
Net changes of items other thanshareholders’ equity
Total changes of items during period－
14,288
Balance at end of current period

Legal retained
earnings

Capital Stock

Shareholders’ equity
Retained earnings
Other retained earnings(10) 300,264

Valuation and translation adjustments
Balance at beginning of current period
Cumulative effects of changes inaccounting policies
Restated balance
Changes of items during period
Reversal of reserve for overseas
investment loss
Provision of reserve formine prospecting
Reversal of reserve formine prospecting
Reversal of reserve for special
depreciation
Reversal of reserve for advanced
depreciation of non-current assets
Dividends of surplus
ProfitPurchase of treasury shares
Net changes of items other thanshareholders’ equity
Total changes of items during period
Balance at end of current period

Valuation difference on
available-for-sale securities
86,660

Deferred gains orlosses on hedges

Total valuation andtranslation adjustments
3
86,664

Total net assets
386,928
2,047

86,6603

86,664

388,976－－－－－(1,143)23,765(0)(20,366)(6)(20,373)(20,373)(20,366)
66,294(6)(2)(20,373)
66,291

2,248
391,225(Amounts truncated to millions of yen)17

Guidance on the Exercise of Voting Rights via the Internet
1.

Exercising voting rights via the Internet(1) You may, in lieu of exercising voting rights by a written ballot, exercise your voting rights via the Internet byaccessing the website (see URL shown below) designated by the Company. If you intend to exercise yourvoting rights via the Internet, you are required to login the page entering a code for the exercise of voting
rights and a password provided on the right-hand side of the enclosed Voting Rights Exercise Form. Then,please follow instructions on the screen. For security reasons, it is necessary to change the password at thefirst time of logging in.

https://soukai.mizuho-tb.co.jp/(2) Voting via internet must be completed no later than 5:35 pm on Wednesday, June 26, 2019. The Company
kindly request for voting to be carries out promptly.
(3) If you exercise your voting rights both in writing and via the Internet, the Company will only accept theexercise of your voting rights via the Internet as valid. If you exercise your voting rights more than once via
the Internet, the Company will only accept the last exercise of your voting rights as valid.
(4) The cord and the password sent to you are valid only for this General Meeting of Shareholders. For the next
General Meeting of Shareholders, a new code and a password will be issued.
(5) Any access charges or costs related to the Internet shall be borne by shareholders.
(Note)- Password is important data to verify whether the person voting is a legitimate shareholder. The Company
never asks for a password of shareholders for any purpose.
- If you enter your password incorrectly several times, your password is automatically locked out and you
won’t be able to login the page afterwards. Should that happen, please follow the instructions on the screen
and follow the procedures.
- Operationality of the website for exercising voting rights is checked under the normal
equipment/requirements for internet access. However, the website may not be available depending on yourusage environment of the internet or device model you use.
2. Inquiries
If you have any questions about the exercise of voting rights via the Internet, please contact the transfer agent,
Stock Transfer Agency Department of Mizuho Trust & Banking Co., Ltd. (see below)[For inquiries about how to exercise your voting rights via the Internet]
Phone: 0120-768-524 (toll free)
Hours: 9:00 a.m. to 9:00 p.m., excluding Saturdays, Sundays and national holidays[To Institutional Investors]
Institutional investors may use the electronic platform for the exercise of voting rights operated by ICJ Inc. if
you apply in advance.
###18